0000899243-21-049823.txt : 20211227 0000899243-21-049823.hdr.sgml : 20211227 20211227200751 ACCESSION NUMBER: 0000899243-21-049823 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211217 FILED AS OF DATE: 20211227 DATE AS OF CHANGE: 20211227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Innovation Fund II CENTRAL INDEX KEY: 0001901309 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521890 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Peraso LP II (U.S. & Offshore) CENTRAL INDEX KEY: 0001669134 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521887 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Peraso LP III (U.S. & Offshore) CENTRAL INDEX KEY: 0001858878 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521885 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Innovation Fund I CENTRAL INDEX KEY: 0001901271 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521891 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Peraso LP III CENTRAL INDEX KEY: 0001901444 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521886 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Capital General Partner Ltd CENTRAL INDEX KEY: 0001901329 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521892 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Peraso LP CENTRAL INDEX KEY: 0001901367 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521889 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roadmap Peraso LP II CENTRAL INDEX KEY: 0001901410 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32929 FILM NUMBER: 211521888 BUSINESS ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 BUSINESS PHONE: 647-748-0052 MAIL ADDRESS: STREET 1: 130 BLOOR STREET WEST STREET 2: SUITE 603 CITY: TORONTO STATE: A6 ZIP: M5S 1N5 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Peraso Inc. CENTRAL INDEX KEY: 0000890394 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770291941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2309 BERING DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408 418 7500 MAIL ADDRESS: STREET 1: 2309 BERING DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: MoSys, Inc. DATE OF NAME CHANGE: 20060530 FORMER COMPANY: FORMER CONFORMED NAME: MONOLITHIC SYSTEM TECHNOLOGY INC DATE OF NAME CHANGE: 19960613 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-17 0 0000890394 Peraso Inc. PRSO 0001901329 Roadmap Capital General Partner Ltd 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001901271 Roadmap Innovation Fund I 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001901309 Roadmap Innovation Fund II 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001901367 Roadmap Peraso LP 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001901410 Roadmap Peraso LP II 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001669134 Roadmap Peraso LP II (U.S. & Offshore) 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001901444 Roadmap Peraso LP III 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 0001858878 Roadmap Peraso LP III (U.S. & Offshore) 2309 BERING DR. SAN JOSE CA 95131 0 0 1 0 Exchangeable Shares Common Stock 153073 I See Footnotes Earn Out Right See Footnote 21621 I See Footnotes Exchangeable Shares Common Stock 63334 I See Footnotes Earn Out Right See Footnote 8946 I See Footnotes Exchangeable Shares Common Stock 18095 I See Footnotes Earn Out Right See Footnote 2556 I See Footnotes Exchangeable Shares Common Stock 428369 I See Footnotes Earn Out Right See Footnote 60505 I See Footnotes Exchangeable Shares Common Stock 24021 I See Footnotes Earn Out Right See Footnote 3393 I See Footnotes Exchangeable Shares Common Stock 674724 I See Footnotes Earn Out Right See Footnote 95301 I See Footnotes Exchangeable Shares Common Stock 204337 I See Footnotes Earn Out Right See Footnote 28861 I See Footnotes Exchangeable Shares Common Stock 5774026 I See Footnotes Earn Out Right See Footnote 815547 I See Footnotes Exchangeable Shares Common Stock 1222551 I See Footnotes Earn Out Right See Footnote 172678 I See Footnotes Exchangeable Shares issued by 2864555 Ontario Inc. ("Canco"), a wholly-owned subsidiary of Peraso Inc. (the "Issuer"), each of which are exchangeable for one share of Common Stock of the Issuer at the election of the holder. Holders of Exchangeable Shares also have the right, at their election, to require Canco to redeem any or all of their Exchangeable Shares for cash in an amount equal to the current market price (calculated in accordance with the Arrangement Agreement entered into by the Issuer and other persons named therein on September 14, 2021 (the "Arrangement")) of the Common Stock. The Exchangeable Shares may also be redeemed by Canco for cash in an amount equal to the current market price (calculated in accordance with the Arrangement) on and after the 7th anniversary of the effective date of the Arrangement, and at any time upon the occurrence of certain events. Held directly by Roadmap Capital Inc. ("Roadmap Capital"). Roadmap Capital is the sole shareholder of Roadmap Capital General Partner Ltd. ("Roadmap GP"). Roadmap GP is the general partner of Roadmap Innovation Fund I ("Roadmap Innovation I"); Roadmap Innovation Fund II ("Roadmap Innovation II"); Roadmap Peraso LP ("Roadmap Peraso"); Roadmap Peraso LP (U.S. and Offshore) ("Roadmap Peraso (U.S. and Offshore)"); Roadmap Peraso LP II ("Roadmap Peraso II"); Roadmap Peraso LP II (US and Offshore) ("Roadmap Peraso II (U.S. and Offshore)"); Roadmap Peraso LP III ("Roadmap Peraso III"); Roadmap Peraso LP III (US and Offshore) ("Roadmap Peraso III (U.S. and Offshore)") (collectively, the "Roadmap Funds" and, together with Roadmap GP and Roadmap Capital, the "Reporting Persons"). Because of the relationship between Roadmap GP and each of the Roadmap Funds, Roadmap GP may be deemed to beneficially own securities beneficially owned by each of the Roadmap Funds. Because of the relationship between Roadmap Capital and Roadmap GP, Roadmap Capital may be deemed to beneficially own the securities beneficially owned by Roadmap Capital. Each of the Reporting Persons disclaims beneficial interest of any securities except to the extent of their pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to the terms of the Agreement, the Reporting Persons may receive additional Exchangeable Shares, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of the Effective Time and prior to the third anniversary of the Effective Time where the volume weighted average price of the Common Stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Issuer; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Issuer. Held directly by Roadmap Innovation I. Held directly by Roadmap Innovation II. Held directly by Roadmap Peraso. Held directly by Roadmap Peraso (U.S. and Offshore) Held directly by Roadmap Peraso II. Held directly by Roadmap Peraso II (U.S. and Offshore) Held directly by Roadmap Peraso III Held directly by Roadmap Peraso III (U.S. and Offshore) Roadmap Innovation Fund I, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Innovation Fund II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Peraso LP, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Peraso LP II, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Peraso LP II (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Peraso LP III, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Peraso LP III (US and Offshore), By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27 Roadmap Capital General Partner Ltd., By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd. 2021-12-27